When I Look at You
by evildictatoroftaste
Summary: After Rachel sang 'Firework' at Glee, she and Will have a little conversation where they would find out about their feelings. What would happen next? Rated M for Strong Adult content. *I suck at summaries. Story better than the summary.


_Hey guys, this is my first Will/Rachel story and my second attempt to write a smut story. I hope you like it! :)_

_btw this is set after 2x12 Silly Love Songs._

_This a rated M a very Strong M. It contains very explicit sex scenes and bad language. _

_**Disclaime:** I do not own Glee or any of the characters. Everything belongs to Ryan Murphy and Fox._

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Will doesn't remember the last time he didn't got hard when he saw Rachel arriving to the glee club or dancing around with those short skirts, that had happened so many times that already got and expert at hiding his erection and turning his self off. He couldn't believe it but he knew she was in love with Rachel Berry, there was more than just lust or attraction, he felt something else but she would never be his because he turned down once and after that she felt in love with other guys, that jackass Jesse and now Finn, he didn't deserved someone as amazing as Rachel, Finn was dumb and selfish, he couldn't give her what she needed, what Will knew he could give her but he already missed his opportunity with her so he had to keeps his feelings for himself. That afternoon she told Mr. Schue she had this week's assignment ready so he let her sing her Valentine's Day assignment. She stood in front of the room and started singing.

Do you ever feel

Like a plastic bag

Drifting through the wind

Wanting to start again

Do you ever feel,

Feel so paper thin

Like a house of cards

One blow from caving in

Do you ever feel

Already buried deep

Six feet under screams

But no one seems to hear a thing

Do you know that there's

Still a chance for you

Cause there's a spark in you

You just gotta

Ignite the light

And let it shine

Just own the night

Like the 4th of July

Cause baby you're a firework

Come on show 'em what you're worth

Make 'em go "Ah, ah, ah!"

As you shoot across the sky "Ah, ah!"

Baby you're a firework

Come on let your colors burst

Make 'em go "Ah, ah, ah!"

You're gonna leave them all in "awe, awe, awe"

You don't have to feel

Like a wasted space

You're original,

Cannot be replaced

If you only knew

What the future holds

After a hurricane

Comes a rainbow

Maybe a reason why

All the doors are closed

So you could open one that leads

You to the perfect road

Like a lightning bolt,

Your heart will glow

And when it's time, you'll know

You just gotta

Ignite the light

And let it shine

Just own the night

Like the 4th of July

Cause baby you're a firework

Come on show 'em what you're worth

Make 'em go "Ah, ah, ah!"

As you shoot across the sky "Ah, ah!"

Baby you're a firework

Come on let your colors burst

Make 'em go "Ah, ah, ah!"

You're gonna leave them all in "awe, awe, awe"

Boom, boom, boom

Even brighter than the moon, moon, moon

It's always been inside of you, you, you

And now it's time to let it through

Cause baby you're a firework

Come on show 'em what you're worth

Make 'em go "Ah, ah, ah!"

As you shoot across the sky "Ah, ah!"

Baby you're a firework

Come on let your colors burst

Make 'em go "Ah, ah, ah!"

You're gonna leave them all in "awe, awe, awe"

Boom, boom, boom

Even brighter than the moon, moon, moon

Boom, boom, boom

Even brighter than the moon, moon, moon

Rachel sang 'Firework' by Katy Perry, everyone clapped and cheered after her performance and she seemed happier than ever. At the end of rehearsal she was getting out of the choir room when Mr. Schue called her. "Rachel, can I see you in my office? I want to talk to you for a minute"

"Sure, Mr. Schue, what do you need?" She said entering to his office and closing the door behind.

"I just wanted to tell you that your performance of firework was amazing" he said

"Thanks Mr. Schue"

"I haven't see you sing like that for a long time"

"Really?"

"Yes, lately you've been really down but today I saw the old Rachel Berry back"

"Yeah, she's back, I've been so worried with my boyfriend troubles that I lost perspective and I forgot about my dreams but now I'm just going to forget about guys and focus in my dreams"

"I'm glad to hear that Rach" he said and Rachel flinched a bit, it was weird for her to hear Mr. Schue call her by her nickname but it sounded to good and sexy coming from his lips. "Are you sure you can forget about guys, just like that? You've all the guys drooling for you" he smiled

"That's not true Mr. Schue" she blushed "I'm just going to forget about the guys at this school, they're too immature for me, they don't understand my goals and dreams"

"Yeah, you need someone who can encourage you to achieve your dreams" he said "I'm sure you'll find that guy one day. He's going to be a lucky guy" he smiled

"I think I already found him but I don't think he feels the same"

"Have you talked to him about it?"

"No but he's a bit older than me and it would be a difficult relationship"

"Well… you never know you should try asking him" he smiled

Rachel looked at her hands, she couldn't face him, she was so embarrassed because she never got over her little 'crush', she has been in love with Mr. Schue since the day they sang 'Endless Love' but he turned her down so many times that week that she gave up but now been so close to him and seeing that he cares so much about her and realize that he actually pays attention because he always knows when something's wrong with her or when she's happy, all of that make her feelings come back and she just can't help herself.

"Rachel? Is everything okay?" he asked after she didn't replied to him, she was just looking at her hands. "Hey, you know you can always talk to me right? I'll always be here if you need me"

"Thanks Mr. Schue" she said quietly.

"I mean it, Rach. What's bothering you?" he put two finger is her chin and make her face him.

"I'm… I'm in love with you Mr. Schue" she said and leaned to kiss him, she pressed her lips to his and she could feel his surprise and his struggle, he was struggling to not kiss back but at the end he gave in, he cupped her head with his hands and kissed her back with all he had, it was a sweet but at the same time passionate kiss.

"Rachel we can't do this" he said breaking the kiss.

"Why?" she asked "You want me, I want you"

"But this is wrong Rach, we can't do it" he said

"If it is so wrong why it feels so right" she kissed him again and he kissed back instantly, he put one hand on the back of her neck and the other on her hips while she had one hand on his hair trying to pull him closer and the other is on his thigh and going up. Her hand continued her way up until she found his erection, Will moaned in her mouth and his hand went from her hips to her ass, he started rubbing it and she tried to unzip his pants with one hand.

He pulled her and sat her in the edge of his desk and his hands wander up Rachel's smooth, tan thighs, tugging gently at the hem of her dress, that short dress, she's always worn her skirts and dresses a little bit too short, it was like she wanted to kill him, sometimes he could barely content himself in his Spanish class and glee club every time she moved in her chair or danced that amazing skirt went up and showed more thigh than he needed to see, he always got hard when she danced around in glee club and tried to cover it by sitting in his desk or with some papers and tried to think about other things, he was now an expert in those kind of things.

Rachel moaned and pulled his mouth to her and kissed him roughly, she started unbuttoning his shirt, took his shirt off and threw if somewhere in his office, she ran her hands up and down his chest and he shivered.

He got her out of her dress and saw she was wearing a matching set of black lace bra and panties, she looked so damn sexy in them, he would have never thought she was the kind of girls who use lace underwear but he loved it. He unhooked her bra and threw it behind him, he stared at her amazing breasts, they weren't big but they were beautiful, he kissed her one more time and then kissed his way down, first her jaw and neck, her shoulders until he went to her breasts, his left hand focused on her left nipple and began massaging it and pinching it while he sucked her right nipple.

Rachel finished unbuttoning and unzipping his pants while he pressed his thumb against her wetness through her panties and she whimpered, He flicked his thumb against her clit as he pushed her panties aside and slid his finger into her, her eyes fluttering shut. Rachel moaned and began to rock against his hand. Will began to stroke harder and faster and Rachel moaned even louder as she rode his hand. He made her lay in his desk and he leaned down, he started to taste her with his tongue. He lapped up her juices and used his thumb to stroke her g-spot. She was tight, wet, and ready; he used his fingers, wet with her juices, to stroke and tease her nipples. Then he licked off her juices too. She was thrashing her head from side to side, begging for more. He threw off his clothes and went down on her again with his tongue. She was just to the edge, begging him to fill her up, he slid two fingers inside her and licked her clit, Rachel moaned and rocked against his hand begging for more, he continued rocking his fingers in and out of her and teased her clit with her tongue and thumb, soon he felt her wall tightening around his fingers and he went harder and faster, he wanted this beautiful girl to come for him, to scream his name at the top of her lungs.

"Come for me baby" he groaned.

"Oh God Will, I'm…" she moaned and he stroked her clit faster.

"Scream my name baby, come for me"

"Aaahhh Wiiillll!" She screamed and he thought he have never seen or heard something more beautiful than Rachel Berry coming and screaming his name. He was glad the classes were over and no one was there to hear them.

Rachel got off the desk and pushed Will to his chair, she slid her hand inside his pants and she wrapped her tiny fingers around his large, hard cock and she pulled him out of his pants, stroking him, she used her thumb to stroke firmly at the top. Rachel brought him to her mouth and wrapped her lips around his head. Her lips sucking at him, licking the tip and now he didn't want to close his eyes. He stared at this amazing girl giving him a blow job, he used all this strength to not thrust in to her talented mouth, he couldn't believe his own fantasy was happening.

Rachel soon finds a rhythm, using her tongue and hands. Will grips her hair in a fist and groans. His fantasies were nothing compared to the pleasure this girl was giving him, he have never felt something like that. He begins to feel that familiar sense of pressure starting deep in his body and vibrating outward. Will pulled Rachel's hair and when her eyes roll up to his face he's gasping.

"Oh Rach, fuck! Rach I'm-" Rachel recognizes that look on his face and quickens her movements. Just as he's about to come, Rachel replaces her mouth with both hands, working him until he's spent and Will falls back on his chair.

"Wow Rach. That was amazing" he said

"Really? That was the first time, I've do that" she said shyly

"Well you were perfect" he said and kissed her roughly, he could taste his cum in her mouth.

"Will, I want you" she groaned

"What you want baby?" he whimpered "Tell me what you want me to do"

"Fuck me Will; I want you to fuck me NOW!"

Will's fingers found Rachel's wet pussy again. She was even wetter than before, his thumb rubbed her clit as he push three fingers inside her, stretching her and making sure she was ready for him.

"Will, I've- never- I'm- a-" she said

"Don't worry, I'll be gentle" He kissed her as he positioned himself in front of her. He guided his cock inside her, thrusting into her wet, tight embrace as she flings her head back with a sigh.

"Are you okay?" he asked

When she nodded, he pulled out and thrusted one more time inside of her "Oh Rach, You're so tight and wet" he moaned into her ear. He started a slow and gentle pace but soon after she was begging for more, she was rocking against him trying to create more friction and trying to make him go faster. They were both wet with sweat. It was insane and so perfect. He knew he wouldn't last longer so he went faster and harder, he moved his hand between their bodies, his thumb rubbing at her clit. It wasn't long before Rachel was coming apart screaming "Oh God, Wiiillll" and her nails ran down his back in lines and he was pretty sure he would have marks later. He could feel her pussy squeezing around his cock, and he couldn't hold it any longer and with one more thrust, Will followed Rachel over the edge, groaning her name into her ear with his release.

They stayed like that for a few minutes, straggling to catch their breath; Rachel's head was resting on his shoulder and he whispered to her ear how amazing she felt and how amazing she was and Rachel smirked.

"Oh God! I forgot to use a condom" he said scared "I'm sorry Rach"

"It's okay Will, I'm on the pill" she smiled. Will pulled out of her and kissed her before they gather their clothes and put them back on.

When they were both dressed again, Will grabbed her by the hips, pulled her against him and kissed her again, this time the kiss was more sweet and gentle but deep, they let their tongues dance and explore each other's mouths. When he pulled apart they were both out of breath and flushed.

"Do you need a ride?" Will asked

"Sure" she smiled and they walked to his car, the parking lot was empty except for his car. They got in the car and Will drove away; Rachel put her hand on his thigh and rubbed up until she found his crotch, Will was getting hard again so she rubbed her hand on his erection and he gripped his hands on the steering wheel.

"God Rach! If you keep doing that I'm gonna crash this car" he said but she unbuttoned and unzipped his pants, slid her hand under his boxer and stoke his cock, she leaned down, took him in her mouth and he moaned "Fuck!" She twirled her tongue on the tip of his cock while her hands continued stroking his length. Then she took all his length in her mouth and Will had to use all his strength to not crash the car into a tree. "Oh Rach, Yes!" he groaned, he felt his ball tighten and Rachel noticed that he was getting about to come because she went faster until he went over the edge and came into her mouth screaming "Goooddd Yeeesss Rach!"

"Let's go to your apartment! I need you now Will!" she said and he drove towards his apartment as fast as he could. When he pulled on Will's driveway they got out of the car as quickly as they could and when they finally were safe inside his apartment they started kissing passionately, she put her legs around his waist and he carried her to his room.

When they finally got to his bedroom they practically ripped each other's clothes off, he made her lay in his bed and teased her nipples with his thumbs while he kissed her, then slid his tongue between her already wet folds tasting all her juices and she whimpered, he massaged her clit and slid one finger inside until she was begging for more, he felt her wall tightening around his fingers so he pulled them out.

"I need you Will" she moaned "Fuck me Now!"

"God Rach, You're so sexy" he whispered in her ear while positioned his cock to her entrance and thrusted with one swift move and they both cried with pleasure, he started thrusting in and out but this time he wanted her to be in control so he rolled them so she could be on top of him.

"Will… I-"

"Its okay baby, I'll help you" he put his hands on her hips and guided her, she learned quickly and soon after she found her own pace. Will couldn't believe how good she felt, she felt so tight around his cock and the sex with her was the most amazing he had ever had, he never fucked with Terri like that and Emma never let him touch her but even though Rachel didn't have much experience but she learned quickly.

He felt her wall tightening around his cock and she was rocking against him as fast as she could trying to find her release, so he pressed his thumb to her clit to help her get over the edge and she came screaming "AAAHHH. WIIIILLLL!" If he thought the way she screamed at his office when she came was the most beautiful sound he ever heard he was wrong, this time she screamed at the top of her lungs and he pretty sure almost all Lima heard her. He was close too so he thrusted a few more times harder and deeper and he came. She rested in his chest, they were both trying to find their breath and were sweating like pigs but they stayed like that, lying in his bed, hugging until she fell asleep. He looked at her and she looked like an angel, a gorgeous brunette angel with a killer body and he fell asleep too.

A few hours later he woke up because someone was knocking at his door, he put some shorts and a shirt and went to see who was at the door, Rachel was still sleeping at his bed so he tried to make as less noise as possible so she wouldn't wake up. He opened the door and saw Emma standing there.

"um, Hi Emma" he said confused "What are you doing here?"

"I wanted to talk to you, Can I come in?" she asked

"Actually, I'm a little busy" he said but she was already inside. He prayed to God that Rachel didn't wake up and come to the living room because if Emma sees her they would be in so much trouble. "So what do you want to talk about?"

"I left Carl" she said

"Wow, Really? Why?" he asked

"Because I realized I wasn't in love with him, I'm in love with you Will" she said "and I would love to be with you"

"Wow… I didn't see this coming" he said really surprised.

"So what do you say, Can we try to be together again?"

"I'm not gonna lie Emma, I've wanted to hear those words for such a long time" she smiled "But I've found someone else, I'm sorry Emma but I've moved on"

"What? Who is she?" all of the sudden she was furious, this was one Emma, Will have never seen. "That little tramp is in your room right, that's why you said you were 'busy'" she screamed

"Don't call her a tramp, she's an amazing girl" he said "Stop screaming and please get out of my house" he said opening the door but instead of going out she walked towards his door but luckily he caught her before she could open the door, he walked her out of his apartment. "Bye Emma, We'll talk when you calm down" he said and closed the door.

He went back to his room to see Rachel but she was already awake and crying. "Aw sweetie, don't cry" he whispered in her ear hugging her. "Don't care about anything she said, you're an amazing girl"

"I'm not crying because of that" she said

"Then why are you crying?"

"Because she came for you, she wanted to be with and you turned her down, you've always being in love with her but you turned her down for me?"

"Yes baby for you. I know we haven't talk about it but I would love to be with you" he said "I was in love with Emma but like I said I moved on" he leaned and captured her lips with his; it was a sweet and passionate kiss, full of commitment, promises and love.

"I would love to be with you too, Will" she said "I love you"

"I love you too Rach" he kissed her again.

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_I hope you liked the story and don't forget to review if you want more Will/Rachel stories or if you want a sequel. Reviews are really appreciated._ :)

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_ps. I saw someone said this story was stolen and i just want to say it is not! I made the whole story and after reading again 'Barely Illegal' by BuffyAnne I've to admit that there are a few lines that are pretty similar so i just want to give her the credit for those. It was never my intention to stole anything for anyone's story. I've read lots of stories and the ones i like i've read them a lot of times so some things may stay in my mind! I'm going to say it again, it was NEVER my intention to steal something from someones's story so i'm sorry! _

_Credit to BuffyAnne for these lines: _

_ "Will's fingers found Rachel's wet pussy again. She was even wetter than before, his thumb rubbed her clit as he push three fingers inside her, stretching her and making sure she was ready for him." | "He kissed her as he positioned himself in front of her. He guided his cock inside her, thrusting into her wet, tight embrace as she flings her head back with a sigh." | "He knew he wouldn't last longer so he went faster and harder, he moved his hand between their bodies, his thumb rubbing at her clit. It wasn't long before Rachel was coming apart screaming "Oh God, Wiiillll" and her nails ran down his back in lines and he was pretty sure he would have marks later. He could feel her pussy squeezing around his cock, and he couldn't hold it any longer and with one more thrust, Will followed Rachel over the edge, groaning her name into her ear with his release."_


End file.
